Exhibit 4.2


 


	NUMBER	 	NUMBER
	 	 	C-
	 	 	SHARES
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	CUSIP 34986F 103


 


FORUM
MERGER II CORPORATION


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE 

CLASS A COMMON STOCK


 


This
Certifies that


 


is
the owner of


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF


 


FORUM
MERGER II CORPORATION

(THE “COMPANY”)


 


transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The
Company will be forced to redeem all of its shares of Class A common stock if it is unable to complete a business combination
by                      ,
2020, all as more fully described in the Company’s final prospectus dated                        ,
2018.


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.


 


Witness
the seal of the Company and the facsimile signatures of its duly authorized officers.


 


	Chief Executive Officer	[Corporate
    Seal] Delaware	Chief Financial Officer
	 	 	 


 




     


     


    

 


FORUM
MERGER II CORPORATION


 


The
Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be
held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board
of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all
of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


 


	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—	 	Custodian	 
	TEN ENT	—	as tenants by the entireties	 	 	(Cust)	 	(Minor)


  


	JT TEN	—	as joint tenants with right
    of survivorship and not as tenants in common	 	 	under
        Uniform Gifts to Minors Act

         

        (State)



 


Additional
abbreviations may also be used though not in the above list.


 


For
value received,                    hereby
sells, assigns and transfers unto


  


(PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


  


(PLEASE
PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))


  


shares
of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints


  


Attorney
to transfer the said stock on the books of the within named Company with full power of substitution in the premises.


 


	Dated:	 
	 


 


	 


NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


	Signature(s) Guaranteed:	 
	By	 
	 


 


	 


THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY
SUCCESSOR RULE).


 


In
each case, as more fully described in the Company’s final prospectus dated                   ,
2018, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust
account established in connection with its initial public offering only in the event that (i) the Company redeems the shares
of Class A common stock sold in the Company’s initial public offering and liquidates because it does not consummate
an initial business combination by                   ,
2020, (ii) the Company redeems the shares of Class A common stock sold in its initial public offering in connection
with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance
or timing of the Company’s obligation to redeem 100% of the Class A common stock if it does not consummate an initial
business combination by                   ,
2020, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common
stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of
the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances
shall the holder(s) have any right or interest of any kind in or to the trust account.